Hello. Welcome to Cervus Equipment Corporation Annual Meeting 2021. During the meeting, we will have a question and answer session. You can submit a written question at any time by clicking on the message icon at the top of your screen. Please note that your registered name will be announced along with your question during the Q&A session following the formal portion of the meeting. Guests will not be able to submit questions. Please also note that all participants are in a listen-only mode. If you experience technical difficulties during the meeting, please click on the support link on the broadcast screen. It is now my pleasure to turn today's meeting over to Peter Lacey, Chairman of Cervus Equipment Corporation. The floor is yours. Thank you. Good afternoon, ladies and gentlemen, and welcome to the Cervus Equipment Corporation Annual General Meeting of Shareholders. My name is Peter Lacey, and I am Chairman of the Board of Directors. I'm speaking to you from Cervus corporate offices in Calgary, Alberta. With me here are Angela Lekatsas, our President and Chief Executive Officer, Catie Busch, our Chief Financial Officer, and Devon Mylrea, our Corporate Counsel and Corporate Secretary. We wanna thank everyone for participating in our electronic meeting today during these unprecedented times, and we give our heartfelt appreciation to all of you who recognize the need to follow the critical advice of our leaders and health experts in staying home and exercising physical distancing whenever possible. Instructions on how to ask questions and the voting procedure will appear on your screens. I would also like to add that attendees of today's meeting are able to move between slides on your own by using the controls on the screen. Angela and I will provide periodic cues so that you are able to follow along with the program. To test it out, please proceed now to slide two. This meeting will now come to order. I will ask Devon Mylrea to act as Secretary of the meeting and Keith Claremont of Computershare Trust Company of Canada to act as scrutineer. The Secretary has confirmed that the notice of this meeting, a form of proxy and the management information circular of Cervus prepared for this meeting, was delivered to holders of common shares of Cervus of record as of March 8th, 2021. A copy of Cervus's 2020 annual financial statements and management discussion and analysis were also mailed to all registered shareholders of Cervus and to all beneficial shareholders who requested to receive them. The bylaws of Cervus provide that the quorum for this meeting is at least two shareholders present in person or represented by proxy, holding or representing not less than 25% of the common shares of Cervus. As voting shareholders representing more than 42.94% of voting shareholders have registered with the Secretary and have logged into the Lumi platform, a quorum exists. According to registrations, there are a total of 93 shareholders present or participating, representing 6,609,620 common shares. On the next slide, you will see the list of matters being discussed at today's meeting. The annual meeting was called to consider four matters. We will conduct the votes on these matters before us by an electronic ballot poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The polls will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. The polls will close at the conclusion of the business of the meeting, whereupon the preliminary results of the polling will be announced. If you have properly voted in advance of the meeting, please do not attempt to vote again, as your votes have already been counted. Voting participants may address questions when there's a call to discuss a motion. Should you wish to address the chair on any motion, please type in your questions or comment in the message section prior to or during the discussion portion of that meeting or that matter. If there is any discussion or question, the question or comment will be read aloud. Questions or comments in the meeting should be relevant to all shareholders and the business of the meeting. Such questions will be addressed at the appropriate time in the meeting. At this time, I would request that if you have questions on the matters before us, please type them in to allow for the moderator to process them. Management would be pleased to respond to questions of a personal or customer-related nature after the meeting. The Corporation's bylaws provide that only the business stated in the notice for a meeting of shareholders or business properly brought forward shall be transacted at the meeting of shareholders. As with any new technology, unexpected glitches may occur, but our service providers for this platform at Computershare are very experienced at running this type of meeting and will help us out. Thank you in advance for your patience. The first item of business is the presentation of the financial statements of Cervus for the year ended December 31st, 2020, and the independent auditor's report thereon to shareholders. The Corporation's financial statements, including the independent auditor's report for the year ended December 31st, 2020, have been made available to shareholders in accordance with the Canada Business Corporations Act and regulatory requirements and have been approved by the board of directors. You can obtain copies of the financial statements on our website at cervusequipment.com or sedar.com. We will now address any questions that have been submitted by shareholders or proxy holders directly relating to the 2020 financial statements. Mr. Mylrea, have any questions come in? Mr. Chairman, there are no questions arising on this item at this time. Thank you, Mr. Mylrea. We will now move to the election of directors. The second item of business is fixing the number of directors at six and the election of directors. A, fixing number of directors at six. The board has determined that the number of directors to be elected to the board at this meeting shall be six. I will entertain a motion for fixing the number of directors at six. Would a voting shareholder please make the motion? Mr. Chair, my name is Catie Busch. I am the CFO for Cervus. I move that the number of directors be fixed at six. Thank you, Ms. Busch. Would a voting shareholder please second the motion? Mr. Chair, my name is Mike McCrae. I'm the Director of Information Services at Cervus, I am pleased to second the motion. Thank you, Mr. McCrae. Is there any discussion directly related to this motion? Mr. Chairman, there have been no questions or points of discussion on this matter. As there's no discussion, I will now call for a vote on the motion before the meeting. I will ask voting shareholders and proxy holders to please enter your votes in Lumi. Moving along to the election of directors. On slide seven, you will see photos of our slate of directors. I will now entertain a motion for the nomination of persons to be elected as directors. Would a voting shareholder please make the motion? Mr. Chair, I am pleased to nominate Peter Lacey, Wendy Henkelman, Steven Collicutt, Don Bell, Angela Lekatsas, and Daniel Sobek for election as directors of Cervus to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. Thank you, Ms. Catie Busch. Would a voting shareholder please second the motion? Mr. Chair, I am pleased to second the motion. Thank you, Mr. McCrae. I confirm that the persons nominated were proposed for election at this meeting in the management information circular delivered by Cervus to the shareholders. Accordingly, such nominations are duly and properly made. In order to ensure that the shareholders are provided with sufficient information to make a reasoned and informed decision regarding the election of directors, Cervus's bylaws require that the Corporation must be given notice in advance and in accordance with the bylaws of any other persons proposed to be nominated for election as a director at this meeting. The Corporation did not receive any such notices. Is there any discussion directly related to this motion? Mr. Chairman, there's no discussion or questions arising on this motion. Thank you. As there's no discussion, I now call for a vote on the motion before the meeting. I will ask voting shareholders and proxy holders to please enter your votes in Lumi. The third item of business is the appointment of the auditors. On the advice of the audit committee, the board of directors recommends voting in favor of the appointment of the firm of KPMG LLP, chartered professional accountants, as auditors of the corporation for the financial year commencing January 1st, 2021, and ending December 31st, 2021. Would a voting shareholder please make the motion? Mr. Chair, I move that the firm of KPMG LLP, chartered professional accountants, are appointed as auditors of the corporation with compensation to be set by the corporation for the financial year commencing January 1st, 2021, and ending December 31st, 2021, and to hold office until the next annual meeting of shareholders. Thank you, Mr. McCrae. Would a voting shareholder please second the motion? Mr. Chair, my name is Steven Feland. I am Director of Human Resources at Cervus, and I am pleased to second the motion. Thank you, Mr. Feland. Is there any discussion directly related to this motion? Mr. Chairman, no questions or discussion have arisen on this motion. Thank you. As there's no discussion, I now call for a vote on the motion before the meeting. I will ask voting shareholders and proxy holders to please enter your votes in Lumi. The fourth item of business is executive compensation. For those of you following along with the presentation, we should now be on slide nine. This is an advisory shareholder vote regarding the corporation's approach to executive compensation. I will entertain a motion in this respect. Would a voting shareholder please make the motion? Mr. Chair, I move that on the advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders of the corporation accept the corporation's approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2021 annual meeting of the shareholders of the corporation. Thank you, Mr. McCrae. Would a voting shareholder please second the motion? Mr. Chair, I'm pleased to second the motion. Thank you, Mr. Feland. Is there any discussion on this motion? Mr. Chairman, there's no questions or discussion arising on this motion. As there's no discussion, I now call for a vote on the motion before the meeting. I will ask voting shareholders and proxy holders to please enter your votes in Lumi. Slide 10 brings us to the last of the slides for the formal part of the meeting. Voting has now closed on all matters that were before this meeting. Although we do not have the results of the live voting, I can declare that based on the proxies received for the meeting, all matters put to a vote today have passed. In particular, I declare all nominees for directors being Peter Lacey, Wendy Henkelman, Steven Collicutt, Don Bell, Angela Lekatsas, and Daniel Sobek to be duly elected as directors of Cervus Equipment Corporation until the next annual meeting or until their successors have been duly elected or appointed. Congratulations, welcome to our board of directors. We will issue the full results of the voting on all matters at the meeting by press release in the next few days and also file the results of the meeting on SEDAR+. This concludes the matters to be addressed under the notice of meeting. Is there any further business to be brought before this meeting? Mr. Chairman, there's no further business that's been brought forward for the meeting. Thank you, Devon. There being no further business, I now declare the annual meeting adjourned. At this point, the formal portion of the meeting is concluded. What we're covering in this informal portion does contain forward-looking information. On the screen, we provide the requisite forward-looking statements at slide 12 and direct you to our annual report and fourth quarter MD&A on our website at cervusequipment.com for those disclosures and cautionary statements on forward-looking information. Moving on to the informal part of the meeting, please advance to slide 13. I'd like to thank you all for attending our AGM today and for your support over the past year. We appreciate your patience and participation during the formal portion of today's event. We were hoping to be able to see you all in person today, but unfortunately, that wasn't in the cards. Let's hope it's next year. Last year, at this time, when the pandemic was quite new, nobody knew what to expect, and we all thought we would be through the other side in a few weeks. I don't think that any of us would have predicted that we would still be seeing reduced access to businesses, restricted travel, and general disruption to our daily lives more than a year later. In spite of all that, and in the face of the more typical headwinds we face in our business, I'd like to take a moment to congratulate the entire Cervus team on an incredible year. This team did not take their eyes off the ball, and they executed on our growth strategy in a difficult business environment. I, along with the rest of the board, congratulate you, and we thank you very much. Under Angela's expert guidance, our team's laser focus on reducing used inventory while concentrating on product support across all divisions have started to pay off and have set us up well to come out of this pandemic stronger than we were a year ago. As well, our business down under in Australia and New Zealand has been firing on all cylinders and does not show any signs of letting up. With that being said, we need to keep focused as we move through 2021 and beyond. As an equipment dealer of premier brands, the greatest challenge we experience is that of competitor products trying to capture an increasing share of our premium equipment industry market. We expect this competitive pressure to continue with the potential impact of margin compression on new equipment sales. We also anticipate that the increasing cost of equipment and weaker Canadian dollar will contribute to this pressure. It is imperative that dealerships adapt to these obstacles in order to succeed. In our view, success in the future will be critically tied to a stable equipment population and growing product support offerings as a predictable and higher margin portion of our business. Our long-term plans have anticipated this and will enable us to accelerate our performance. We saw some changes throughout the organization over the year, and I believe Angela will speak more about this shortly. However, in December, we announced Larry Benke's retirement from the board of directors. Mr. Benke brought widespread technical and executive experience, including extensive governance expertise. His contributions will be missed, and we wish Mr. Benke all the best on his retirement. I've been involved in this industry for nearly 40 years, and I can honestly say the 2020 pandemic has been unprecedented. The exemplary response and management of this crisis from the Cervus team provides me with the confidence that we have the team that can move our company forward. This year, I look forward to getting back to business as usual with focused execution of our strategic priorities. Thank you again for attending today. With that, I'd like to pass things over to Angela, whose photo is on slide 14. Thank you, Peter. Good afternoon, everyone, and thank you for joining the Cervus Annual General Meeting of Shareholders. At last year's AGM, I began my remarks with a discussion of how tough 2019 was as we worked on strengthening our balance sheet, right-sizing our inventory, and setting a new path to performance. We were looking forward to 2020 and were well-positioned to respond to continuing headwinds with rail blockages and China's ongoing trade embargo. We were struck with an extraordinary global pandemic with far-reaching economic impacts that we continue to manage and live with today. I could not be prouder of the strength of character demonstrated by our employees as they maintained laser focus on serving our customers' needs, all of whom are essential services in agriculture, transportation, and warehouse logistics. Throughout the continuing phases of the pandemic, it has been critical that our 64 dealership locations remain open for business in support of essential industries. Looking at our annual results on slide 15, 2020 demonstrated that employee resilience delivers performance. Adjusted net income before tax was CAD 27.7 million, an increase of CAD 40 million compared to 2019. Our new sale, trade-in, and refurbishment practices complemented our customer service focus and delivered an increase in new and used equipment sales of 8%. Creative thinking and leveraging technology to get the job done when we were not able to travel or meet face-to-face supported an overall growth of 8% in parts revenue. Our 2020 financial results also reflect the benefit of reduced inventory impairments and finance charges as a result of decisive actions we took in 2019 to right size our inventory. During the year, we focused on building a leaner and more efficient organization. This restructuring of our executive and management teams included broadening spans of control and reducing management layers, as well as introducing a new Chief Operating Officer, Scott Johnston. Under Scott's leadership, our teams have come together to standardize operating procedures and leverage complementary skill sets across our divisions. As we look through the windshield into 2021, we are financially strong as the global pandemic continues. On slide 16, you can see that inventory levels have been reduced by CAD 90 million, which has released cash, allowing us to repay all debt owing under our syndicated operating facility and capital facilities. We are in a robust position relative to our lending covenants with significant operating flexibility. In June of 2020, we temporarily reduced our dividend to reallocate capital to share repurchases as our share price was trading at a discount to our tangible book value. Through Cervus's normal course issuer bid, we repurchased 290,000 shares at a cost of CAD 2.1 million in 2020, and the dividend has since been restored to pre-pandemic levels. We will accelerate our performance through continued focus on our priorities of inventory management, product support growth, and efficient operations reflected by absorption. Our vision of the future is that revenues will be balanced 50/50 between equipment sales and product support. This is our North Star, as shown on slide 17. Equipment sales create the machine population essential for product support revenues. Exceptional product support drives more equipment sales. They are intertwined and interdependent. Attaining our vision requires a shift in attitude from being an equipment seller to becoming a trusted equipment advisor with a focus on machine optimization and technological advancements. This shift plays directly into our plans for growth of product support revenues. 2021 will be a year of investing in our people and our customers after a year of navigating a global crisis. Investment in the form of employee training and development, growing market share, and bringing new products and services to our customers. We still have great uncertainty as the global pandemic continues. However, the tenacity we demonstrated in 2020 will aid us in delivering on our long-term goals, and I am optimistic that our future is bright. In closing, I would like to recognize the accomplishments and contributions of Adam Lowther, who departed from Cervus and his CFO role on April 1st of this year. Adam was a significant contributor to the financial strength we enjoy today, and we thank him for that. I would also like to welcome Catie Busch as our new CFO. Catie is very well qualified for the role, having held increasing roles of financial responsibility and leadership at Cervus over the last seven years. We will now open the lines for any questions shareholders may have for the management team. I am joined by Catie Busch, our CFO, as well as Peter Lacey, Chair of the Board. We have a question for Angela. What are your plans for future growth? Do you have any acquisitions lined up? Thank you, Devon, and thank you for that question. As you know, we have a very strong balance sheet and plenty of liquidity to pursue acquisitions and growth. We are continually kicking tires, looking for those opportunities. As you know, acquisitions of John Deere or Peterbilt dealers would be a three-way marriage between a willing seller, a willing buyer, and a willing OEM. These acquisitions would be opportunistic. We will be extremely disciplined in making the highest return investments for Cervus that are aligned with our strategic plan. I do know that we've had a question on how will we achieve 50/50, and that ties in very nicely with this question on where is our future growth going to be coming from. I'd like to talk a little bit about that. We will be deploying, we have been, and we will continue to deploy liquidity towards growth initiatives that include organic growth. On the organic growth side, just to look back at 2020, we acquired Vapormatic in New Zealand. This is a wholly owned subsidiary of John Deere UK. It's one of the largest ranges of non-OEM replacement tractor parts and accessories in the world. Their aftermarket parts are about 15% John Deere and all other makes of models make up 85%. We acquired the distribution rights for the North Island, this directly aligns with our 50/50 strategy, increasing the proportion of product support revenues from New Zealand. This is an initial foothold in expanding our aftermarket parts supply beyond our current OEM. We've also looked at some greenfield opportunities that we've executed on in 2020. For example, there's a new parts and service location that we placed in Nipawin, Saskatchewan, that serves an underrepresented market, and we've seen great strides forward in growth from this location. We've also announced the expansion of a location in Penhold that'll come to fruition in 2022, and that will be a new building that consolidates the Red Deer and Olds location. More than that, it provides a 100% increase in our parts availability and increases our service capacity. It's not just a consolidation play, it's a play to increase product support in line with our 50/50 strategy. I'd also like to talk about agriculture parts. COVID impacted parts in transportation and in industrial significantly in 2020, as well as service in all three segments. However, we were able to execute on our strategy around growing 50/50 in agriculture parts. In particular, parts in agriculture grew 18% year-over-year as a result of these initiatives, and I'll maybe just list a few of them. Expansion of the John Deere customer portal. This is a generational shift that we will be pursuing over the next three to four years, expanding the online ordering of parts. We've also increased our mobile on-the-road parts sales. Six months on the road, six months in the store, selling inspections in addition to parts. Another initiative has been growing our Parts OnS ite. We are stocking on customer site anything that's needed on the farm, not just John Deere parts. We've got dealer inventory tracking in place, and we've also implemented some new products and services in adjacent places that have gone over very well in our locations and our mobile selling. We've also increased our investment spend in marketing programs, and this has been producing fantastic results. Last but not least, we've been investing in precision agriculture tools to execute on our strategy that we call Data to Dollar. This is the value proposition to offer services to assist our customers capture valuable data, interpret it, and use it for decisions that are creating value for the farmers. This is turning data into insights or advice, and we've seen our precision agriculture revenues grow. We've just started this initiative, and we expect this to be a great area of growth, contributing to our 50/50 in the future. I hope that answers that question. Are there any other questions, Devon? Yes. Another question directed to management is, as the pandemic continues and it seems we're losing the battle to variants, will you need to close branches, and what will be the impacts to the company? Yeah. I've talked about COVID a little bit in my opening remarks. Thank you for that question. The unprecedented nature of the pandemic continues to be challenging for everyone, not just us, but globally. All of our divisions were deemed essential services, as I mentioned before, which meant our stores were able to remain open and needed to remain open to serve essential industries. We were adamant in implementing numerous health and safety protocols right out of the gate, and we followed the recommendations of various provincial health authorities. This is critical to protect the health and safety of both our employees and our customers. We have seen an uptick in COVID-related cases during this third wave in 2021, and we have been diligent in our protective measures for employees, including the requisite cleaning processes and contact tracing where that becomes necessary. I'm very happy to report that in 2020, we only had five confirmed cases in our workforce of 1,500+ employees. Our size and scale is a benefit in this situation in that we can continue to accommodate customers' needs even if there is an outbreak in one location. We are working diligently to keep our doors open as customers rely on us to keep their businesses going. Thank you for that question. Are there any other questions, Devon? There is one more question, it's regarding the dividend. The question is: What are your future plans for dividends? You restored the dividend to pre-pandemic levels, but are you planning on increasing them or cutting them again? Thanks for that question, Devon. I will ask our Chairman, Mr. Peter Lacey, to answer that question. Thanks, Angela. The board of directors reviews the dividend on for each quarter. We look at the forecasted cashflow, changes to our budget and, you know, any other factors that should be considered when approving the dividend. Last year when we were unsure about the results of the pandemic, we wanted to preserve our cash. We did reduce it. As we kind of as the year turned out very well and we were back in a position to be able to put the dividend back to where it was prior to the dividend. We continue to evaluate our strategy as it evolves and make decisions about the dividend accordingly. It's really hard to answer that question. I mean, it really is decided each quarter based on the circumstances of the company at that time. That's one thing about a dividend, why it's different than debt. Debt you have to pay regardless. Dividends, you, the board can decide on a dividend. Obviously, we wanna try and keep dividends on a stable basis, so that they're reasonably predictable. We don't wanna be changing them too often and too frequently. That's, as long as the business is doing well and our cashflow is hitting our targets, then I would say that we work hard at trying to maintain it, our current dividend. Catie, do you have anything to add? Thank you, Peter. I think, you know, you really hit on the key considerations that we look at each quarter in evaluating our dividend. I would just add, you know, you talked about cashflow. What are we striving for? What we're looking for is total shareholder distribution, so looking at dividends and share buybacks, in the range of 20%- 30% of free cashflow. That's a target over time, year to year that could potentially vary, but that's what we're looking at. Then as we look, you know, at the allocation between dividends and share buybacks, something that we're certainly looking at is where our share price is trading relative to our book value and our tangible book value. You know, 2020 really provided a unique opportunity to buy back some of our shares at a significant discount to our, not only our tangible or our book value, which was around CAD 16 a share at year-end, but also a discount to our tangible book value, which was around CAD 12 per share. That was, you know, really the driver between that shift in allocation in 2020. Yeah, I think that's it. That's all I'd have to add to that, Peter. Thank you. Catie, maybe you could just explain to some of our shareholders the difference between book value and tangible book value, just so that our shareholders have a better understanding of that. Yes, for sure. Our tangible book value is really looking at, Well, what's a better word for tangible? The hard assets of the business, you know, the inventory, the receivables, the equity of the business, excluding the intangibles and goodwill that are on our balance sheet. You know, those reflect the past acquisitions that we've done. The book value, you know, they're just a couple measures that we consider when we're looking at where our share price is trading. Okay. Thank you, Peter and Catie. Devon, are there any further questions for us? No further questions or discussion points have come up. Okay. Thank you, Devon. As there are no more questions, I would like to once again thank all of you for your attendance today and wish you well in the coming weeks and months ahead.
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